Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Nonprofit Quick Tip: State Filings in Wisconsin and Minnesota
On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more
On August 1, 2025, legislation went into effect amending the Delaware General Corporation Law (DGCL) of the state of Delaware as contained in Senate Bill No. 95. The following is a brief summary of some of the more...more
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 130 is our 22nd in a series of "Nonprofit Quick Tip" episodes focusing on the details of state registration of nonprofit corporations....more
The Handbook for Directors of Nonprofit Corporations in the United States summarizes the duties of directors of nonprofit corporations, provides general background information regarding selected available federal tax...more
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
Starting a nonprofit is exciting—but missing one critical detail in your formation documents can cost you time, money, and potentially your federal tax-exempt status. If your goal is to operate as a 501(c)(3) charitable...more
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 110 is the 18th in a series of quick tip episodes focusing on the details of state registration of nonprofit...more
Guernsey has long been one of the world's premier jurisdictions for investment funds - There are a number of advantages for using Guernsey as a jurisdiction, including the wide variety of company and limited partnership...more
In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was...more
Although a nonprofit corporation does not have to file an annual report, its members do have statutory inspection rights similar to those of the shareholders of a business corporation. Rarely, however, do members or the board...more
The 30th U.S. President Calvin Coolidge, when he was not being “Silent Cal,” once said “the only difference between a mob and a trained army is organization.” The former President’s quote of the criticality of organization...more
I always enjoy hearing from readers of this blog. Recently, I wrote: Reading these statutes together, it is relatively clear that Nevada, like Delaware, permits the articles of incorporation to vary the mandate that...more
California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business". Thus, if the authorized number of directors is 7 and there...more
Divorce is a deeply personal and emotional process that can have significant implications for your business and financial stability. When business ownership is involved, navigating divorce proceedings becomes increasingly...more
As independent school Boards consider how to best support the mission of their schools, one place they can start is to ensure that their governance documents and procedures conform to both legal requirements and best...more
Formally incorporating a company is a significant milestone in a founder’s journey. What may have begun as an idea doodled on the back of a napkin is now an official legal entity. Given the mass availability of...more
Every nonprofit is unique, with its own mission, structure, and history. At the same time, they share certain common characteristics – core governing documents, Form 1023, and an IRS determination letter, to name just a few....more
Yesterday I wrote about my concern that about the constitutionality of SB 1168 (Limón). This bill would allow the California Secretary of State to cancel the articles of incorporation or the filing of a statement and...more
Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1186, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a...more
A dozen years ago, I posed the question of whether it might be possible to incorporate under a crass, indecent or otherwise offensive name. That post mentioned the Court of Appeal's holding in Lee v. Superior Court, 9...more
I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation. Thus, I was surprised to read...more
The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more
A California corporation begins existence upon the filing of its articles of incorporation. Cal. Corp. Code § 200(c). The filing of initial articles of incorporation starts a 90 day clock on the filing of the newly hatched...more
Recently, Professor Ann Lipton wrote that the California Supreme Court has granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023). This was a case that I...more
The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more